Emptive Rights. (i) Except for issuances of (A) Preferred Stock at the Closing, (B) Common Stock or options to acquire Common Stock pursuant to the terms of the Permitted Stock Plans (or Common Stock upon the exercise of such options), (C) Common Stock issued or used from treasury shares as consideration for the acquisition of another company or business as approved (to the extent necessary) in accordance with the Articles of Incorporation (including the Certificate of Designation) and by the Board, (D) Common Stock pursuant to a Public Offering, or (E) Common Stock upon conversion or exchange of any securities directly or indirectly convertible into Common Stock, if so long as any Preferred Stock remains outstanding the Company authorizes the issuance or sale of any shares of Preferred Stock, Common Stock or any securities convertible into, exchangeable or exercisable for or containing options or rights to acquire any shares of Preferred Stock or Common Stock (collectively, "Equity Securities"), the Company shall first offer to sell to each holder of Preferred Stock a portion of such Equity Securities to be issued equal to the number of Equity Securities to be issued multiplied by the quotient obtained by dividing (1) the number of shares of Common Stock issued or issuable upon conversion of the Preferred Stock held by such holder by (2) the sum of the total number of shares of Common Stock then outstanding plus the total number of shares of Common Stock issuable upon conversion of the Preferred Stock plus the total number of shares of Common Stock issuable upon conversion or exercise of outstanding options, rights or securities convertible into or exercisable for Common Stock or for other securities convertible into or exercisable into Common Stock at a price less than or equal to the Market Price as of the date of the Company's offer (other than the Preferred Stock). Each holder shall be entitled to purchase such stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered to any other Persons; provided that if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the Company, the holders exercising their rights pursuant to this paragraph shall also be required to purchase the same types of securities in the same ratios (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all stock and s...
Emptive Rights. (a) Except in the case of Excluded Securities, the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) Stock, (ii) any other equity security of the Company, (iii) any debt security of the Company which by its terms is convertible into or exchangeable for any equity security of the Company or has any other equity feature, (iv) any security of the Company that is a combination of a debt and equity security or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any security of the Company specified in the foregoing clauses (i) through (iv), unless in each case the Company shall have first offered to sell such securities to the Stockholders (the "Offered Securities"), at each Stockholder's respective Proportionate Percentage at a price and on such other terms and conditions as shall have been specified by the Company in writing delivered to each Stockholder (the "Offer"), which Offer by its terms shall remain open and irrevocable for a period of 30 days from the date it is delivered by the Company to the Stockholder.
Emptive Rights. SECTION 5:1. Except as otherwise provided in accordance with the Certificate of Incorporation of the corporation, the pre-emptive right is denied.
Emptive Rights. Article 6.
Emptive Rights. 7. Subject to Article 10, each of the Investors holding Shares representing at least 1.5% of the total issued and outstanding Ordinary Shares on a fully-diluted and as-converted basis (each a “Pre-emptive Holder”) shall have a pre-emptive right to purchase certain New Securities which the Company may, from time to time, propose to issue in accordance with Articles 7, 8, 9 and 10 of these Articles. The requirement under Articles 7, 8, 9 and 10, including but not limited to the provision of the Issuance Notice and the pre-emptive rights, may be waived by a written waiver signed by (i) the Company, (ii) the Founders and (iii) holders of at least a majority of the total issued and outstanding Series A-3 Shares, provided that (i) the pre-emptive right enjoyed by any holders of Series A-4 Shares (including the provision of relevant notice) can only be waived by written waiver signed by holders of at least a majority of the total issued and outstanding Series A-4 Shares; (ii) the pre-emptive right enjoyed by any holders of Series B Shares (including the provision of relevant notice) can only be waived by written waiver signed by each of the Key Series B Investors; and (iii) the pre-emptive right enjoyed by the holders of Series C Shares (including the provision of relevant notice) can only be waived by written waiver signed by each of the Key Series C Investors.
Emptive Rights. Subject to the terms and conditions specified in this Section 5, each of Parent and the Company hereby grants to the Investor a pre-emptive right with respect to future sales by the Company and Parent of its Securities (as hereinafter defined), other than in a transaction registered under the Securities Act, or a merger or other Organic Transaction (as defined in the Company's Certificate of Designations for the Preferred Shares) of the Company or the Parent.
Emptive Rights. (a) Except as provided in subsection (b), the Holders shall have pre-emptive rights with respect to the issuance by the Corporation of any of its securities, and the Corporation shall, prior to any proposed issuance by the Corporation of any of its securities, offer to each Holder by written notice the right, for a period of 15 Business Days, to purchase, for cash at an amount equal to the price or other consideration for which such securities are proposed to be issued, the portion of the securities proposed to be issued determined by dividing the number of shares of Common Stock into which the Series A Preferred Stock is then convertible by the number of shares of Common Stock then outstanding (treating as outstanding for this purpose all shares of Common Stock issuable on exercise, conversion or exchange of outstanding Convertible Securities).
Emptive Rights. If the Company proposes to offer any equity securities, securities convertible into equity securities, or options or warrants therefor, the holders of New Preferred Stock shall have the right to purchase their pro rata portion of such securities (based on total ownership) calculated on an as converted (including a deemed as converted) basis. These rights will be consistent with the rights of the holders of the Series C Convertible Preferred Stock and will not apply to issuances: (i) to employees, directors or consultants of the Company pursuant to the Company's stock option plans; (ii) upon the exercise of options, warrants or convertible securities; or (iii) in connection with permitted business acquisitions, mergers or strategic partnerships.
Emptive Rights. 5.1 The Company hereby grants to the Purchaser the right to purchase any new Company Common Stock (other than any Excluded Securities) (the “New Securities”) that the Company may propose to issue or sell to any third party at a price that is less than the greater of (A) $1.80 and (B) the per share net asset value of the Company, as of a time that is no more than 48 hours, in each case excluding Sundays and holidays recognized as such for purposes of Section 23(b) of the Investment Company Act, prior to the applicable issuance date (the “Applicable Per Share Purchase Price”), during the period beginning on the date hereof and ending on the two (2) year anniversary of the date hereof (the “Preemptive Period”).
Emptive Rights. Notwithstanding the foregoing Sections 3.1 — 3.4, the right to purchase granted under this Article III shall be inapplicable with respect to 36,526 shares of Common Stock (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock distribution, stock dividend or similar event) issued or issuable in connection with, or upon the exercise of, options or other awards granted or to be granted to directors (or the Major Investor that nominates such director, or an affiliate thereof) of the Company, including shares of Common Stock issued in replacement of shares of such Common Stock repurchased or issuable upon the exercise of any options to purchase shares of such Common Stock.”
